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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ROSELAND OIL AND GAS INC.
(Name of Issuer)
Common Stock
par value $0.05 per share
(Title of Class of Securities)
777429200
(CUSIP Number)
Calvin Wallen III
Tauren Exploration Inc.
1720 Northwest Highway, Suite 320
Garland, Texas 75041
972/681-8047
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 10, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement /X/.
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- -----------------------------------------------------
CUSIP NO. 777429200
(COMMON STOCK)
- -----------------------------------------------------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Calvin Wallen III
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC (See Item 3)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 9,500,000
BENEFICIALLY ---------
OWNED BY 8 SHARED VOTING POWER (See Item 5)
EACH 9,500,000
REPORTING ---------
PERSON 9 SOLE DISPOSITIVE POWER (See item 5)
WITH 9,500,000
---------
10 SHARED DISPOSITIVE POWER (See Item 5)
9,500,000
---------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
9,500,000
---------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
54.2% (See Item 5)
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14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
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- --------------------------------
CUSIP NO. 777429200
(COMMON STOCK)
- --------------------------------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Earthstock Resources, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 2,500,000
BENEFICIALLY ---------
OWNED BY 8 SHARED VOTING POWER (See Item 5)
EACH 2,500,000
REPORTING ---------
PERSON 9 SOLE DISPOSITIVE POWER (See item 5)
WITH 2,500,000
---------
10 SHARED DISPOSITIVE POWER (See Item 5)
2,500,000
---------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
2,500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.3% (See Item 5)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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- --------------------------------
CUSIP NO. 777429200
(COMMON STOCK)
- --------------------------------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 William Bruggeman and Ruth Bruggeman, Joint Tenants with Rights of
Survivorship
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 3,429,694
BENEFICIALLY ---------
OWNED BY 8 SHARED VOTING POWER (See Item 5)
EACH 3,749,694
REPORTING ---------
PERSON 9 SOLE DISPOSITIVE POWER (See item 5)
WITH 3,429,694
---------
10 SHARED DISPOSITIVE POWER (See Item 5)
3,749,694
---------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
3,749,694
---------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
21.4% (See Item 5)
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14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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- --------------------------------
CUSIP NO. 777429200
(COMMON STOCK)
- --------------------------------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Diversified Dynamics, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 500,000
BENEFICIALLY -------
OWNED BY 8 SHARED VOTING POWER (See Item 5)
EACH 500,000
REPORTING -------
PERSON 9 SOLE DISPOSITIVE POWER (See item 5)
WITH 500,000
-------
10 SHARED DISPOSITIVE POWER (See Item 5)
500,000
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
500,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
(See Item 5) / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.9% (See Item 5)
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
The title of the class of equity securities to which this Statement relates
is the Common Stock, par value $.05 per share (the " Common Stock"), of
Roseland Oil and Gas Inc., an Oklahoma corporation (the "Company").
The principal executive offices of the Company are located at 1724 East 15th
Street, Tulsa, Oklahoma 74104.
Item 2. Identity and Background.
The Reporting Persons. This Statement is being filed by Calvin Wallen III, a
resident of Texas ("Wallen"), Earthstock Resources, Inc., a Texas corporation
("Earthstock"), William Bruggeman and Ruth Bruggeman, joint tenants with
rights of survivorship ("Bruggemans"), and Diversified Dynamics, Inc.
("Diversified") (each, a "Reporting Person"). Wallen owns all of the issued
and outstanding shares of stock of Earthstock, and the Bruggemans own a
controlling interest in the issued and outstanding shares of stock of
Diversified. The address of the principal businesses and the principal
offices of each of Wallen and Earthstock are 1720 Northwest Highway, Suite
320, Garland, Texas 75041. The address of the principal businesses and the
principal offices of each of Bruggeman and Diversified are 1681 94th Lane,
NE, Blaine, Minnesota 55449.
Wallen is the President of Tauren Exploration, Inc., an independent oil and
gas exploration company based in Garland, Texas. Earthstock is a newly formed
corporation formed for the purpose of holding the shares of the Company's
Common Stock and for other investments. The Bruggemans are primarily involved
in investment activities. Diversified is involved in production of
manufacturing and industrial equipment.
Wallen and the Bruggemans are citizens of the United States of America.
During the last five years, none of the Reporting Persons has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which that
Reporting Person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Directors and Executive Officers of the Reporting Persons. The name, business
address, present principal occupation or employment and citizenship of each
director and executive officer of Earthstock are set forth in Schedule I
hereto.
To the best knowledge of each Reporting Person, during the last five years,
none of its directors or executive officers has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been
a party to a civil proceeding of a
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judicial or administrative body of competent jurisdiction resulting in his or
her being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Stock Purchase Agreement dated as of December 10, 1997, by
and among between the Company, the Reporting Persons and William and Ruth
Bruggeman (the "Bruggemans") and Diversified Dynamics, Inc. ("Diversified",
and together with the Bruggemans and the Reporting Persons, the "Buyers"),
(i) Wallen acquired 7,000,000 shares of Common Stock, (ii) Earthstock
acquired 2,500,000 shares of Common Stock, (iii) the Bruggemans acquired
2,500,000 shares of Common Stock, and (iv) Diversified acquired 500,000
shares of Common Stock. In exchange for the shares, the Buyers contributed
to the Company the interests in the oil and gas properties owned by the
Buyers and listed on Annex D to the Agreement, as well as the Buyers' entire
interest in any contracts, leases, records and insurance policies affecting
such interests (the "Consideration"). The amount of the Consideration was the
result of an agreed negotiation between the Buyers and the Company. Prior to
the negotiation and execution of the Agreement, there were no material
relationships between the Company or any affiliates, officers or directors of
the Company, on the one hand, and any of the Reporting Persons, or any
affiliates, officers or directors of any of the Reporting Persons, on the
other hand. The Consideration was working capital of the Buyers.
Item 4. Purpose of Transaction.
Reference is made to the discussion in Item 3 hereof, which is incorporated
herein by reference.
The Reporting Persons have no plan, as of the date hereof, to dispose of
shares of Common Stock. However, they may in the future dispose of shares of
Common Stock in the market, in privately negotiated transactions, in
underwritten offerings or otherwise. In addition, while they have, as of the
date hereof, no plan to do so, the Reporting Persons reserve the right to
acquire additional shares of Common Stock, through market purchases, in
privately negotiated transactions or otherwise.
Under the Company's Articles of Incorporation, the Reporting Persons, as the
record holder of a majority of the outstanding shares of Common Stock, may be
able to elect a majority of the Company's Board of Directors, which is
currently comprised of five directors. In connection with the Stock Purchase
Agreement, Calvin Wallen III, Rob Lindermanis and Stacey Hacker were
appointed to the Company's Board of Directors, and Joseph T. Howard, Robert
Anderson and John W. Peterson resigned as directors and/or executive officers
of the Company.
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Depending on market conditions and other factors, the Reporting Persons may
purchase additional shares of Common Stock, or may dispose of all or a
portion of the Common Stock which the Reporting Persons now own or hereafter
may acquire. Except as set forth in the preceding sentence with respect to
the directors and executive officers of the Company, the Reporting Persons as
stockholders of the Company have no present plans or proposals which relate
to or would result in an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the Company or any of its
subsidiaries, a sale or transfer of a material amount of the Company's
assets, a change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board, any material change
in the present capitalization or dividend policy of the Company, any other
material change in the Company's business or corporate structure, changes in
the Company's charter or bylaws or other actions which may impede the
acquisition of control of the Company by any person or causing a class of
securities of the Company to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association, a class of equity securities
becoming eligible for termination of registration pursuant to Section
12 (g)(4) of the Securities Exchange Act of 1934 or any action similar to
any of the foregoing.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on December 10, 1997, Wallen beneficially
owned an aggregate of 9,500,000 shares of the Company's Common Stock
(including the 2,500,000 shares owned by Earthstock), Earthstock beneficially
owned 2,500,000 shares of the Company's Common Stock, the Bruggemans
beneficially owned an aggregate of 3,659,694 shares of the Company's Common
Stock (including 2,500,000 shares acquired by the Bruggemans pursuant to the
Agreement, 500,000 shares owned by Diversified, and 429,694 shares owned by
Mr. Bruggeman and 320,000 shares owned by relatives of the Bruggemans prior
to the date of the Agreement), and Diversified beneficially owned 500,000
shares of the Company's Common Stock. Based on information set forth in the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1997
(the "Form 10-K"), Wallen beneficially owned an aggregate of 54.2% of the
outstanding shares of the Company's Common Stock, Earthstock beneficially
owned 14.3% of the outstanding shares of the Company's Common Stock, the
Bruggemans beneficially owned an aggregate of 21.4% of the outstanding shares
of the Company's Common Stock, and Diversified beneficially owned 2.9% of the
outstanding shares of the Company's Common Stock.
Wallen owns 100% of the outstanding capital stock of Earthstock. In addition,
Wallen holds certain positions with Earthstock as described in Schedule I.
The Bruggemans own a controlling interest in the outstanding capital stock
of Diversified. In addition, the Bruggemans hold certain positions with
Diversified as described in Schedule I.
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Pursuant to Rule 13(d)(5)(b)(1) of the General Rules and Regulations of the
Securities Exchange Act of 1934 (the "Exchange Act"), Wallen and Earthstock
(the "Wallen Group") may, by virtue of Wallen's ownership of 100% of the
outstanding shares of Earthstock's common stock, be deemed to comprise a
"group", and the Bruggemans and Diversified (the "Bruggeman Group") may, by
virtue of the Bruggemans' ownership of 100% of the outstanding shares of
Diversified's common stock, be deemed to comprise a "group". Based on
information set forth in the Form 10-K, immediately after consummation of the
Stock Purchase Agreement, the Wallen Group, if deemed to constitute a
"group", would be deemed, pursuant to Rule 13(d)(5)(b)(1) under the Exchange
Act, to beneficially own an aggregate of 9,500,000 shares of the Company's
Common Stock, representing approximately 54.2% of the total number of shares
of the Company's Common Stock outstanding as of such time. Based on
information set forth in the Form 10-K, immediately after consummation of the
Stock Purchase Agreement, the Bruggeman Group, if deemed to constitute a
"group", would be deemed, pursuant to Rule 13(d)(5)(b)(1) under the Exchange
Act, to beneficially own an aggregate of 3,749,694 shares of the Company's
Common Stock, representing approximately 21.4% of the total number of shares
of the Company's Common Stock outstanding as of such time.
(b) By virtue of Wallen's 100% ownership interest in Earthstock, Wallen has
the power to cause Earthstock to vote, and to dispose or direct the
disposition of, such shares of Common Stock at the times and in the manner
determined by Wallen. By virtue of the Bruggeman' controlling ownership
interest in Diversified, the Bruggemans have the power to cause Diversified
to vote, and to dispose or direct the disposition of, such shares of Common
Stock at the times and in the manner determined by the Bruggemans.
(c) Except as described above under Item 3 and in this Item 5, none of the
Reporting Persons, nor, to the best knowledge of each Reporting Person, any
of its directors or executive officers, has effected any transaction in
shares of Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Pursuant to the Stock Purchase Agreement, a copy of which is filed as an
Exhibit to the Company's Current Report on Form 8-K, the Buyers purchased the
shares of Common Stock set forth therein, three of the Company's directors
and executive officers resigned their positions, and Mr. Wallen, Rob
Lindermanis and Stacey Hacker were appointed to the Company's Board of
Directors.
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Except as described in this Statement, none of the Reporting Persons nor, to
the best knowledge of any Reporting Person, any of its directors or executive
officers has any contracts, arrangements, understandings or relationships
with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
N/A
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF EARTHSTOCK RESOURCES, INC.
The names, business addresses and present principal occupation or employment
of the directors and executive officers of Earthstock Resources, Inc. are set
forth below. All of the persons listed below are citizens of the United
States.
DIRECTORS
(INCLUDING EXECUTIVE OFFICERS WHO ARE DIRECTORS)
Name Present Principal
Occupation or Employment
------------------------
Calvin Wallen President & Director
Chairman, CEO & President
Tauren Exploration, Inc.
1720 Northwest Highway, Suite 320
Garland, Texas 75041
DIRECTORS AND EXECUTIVE OFFICERS OF DIVERSIFIED DYNAMICS, INC.
The names, business addresses and present principal occupation or employment
of the directors and executive officers of Diversified Dynamics, Inc. are set
forth below. All of the persons listed below are citizens of the United
States.
DIRECTORS
(INCLUDING EXECUTIVE OFFICERS WHO ARE DIRECTORS)
Name Present Principal
Occupation or Employment
------------------------
William Bruggeman CEO and Director
Diversified Dynamics, Inc.
1681 94th Lane, NE
Blaine, Minnesota 55449
Ruth Bruggeman Director
Diversified Dynamics, Inc.
1681 94th Lane, NE
Blaine, Minnesota 55449
Tom Bruggeman Director
Diversified Dynamics, Inc.
1681 94th Lane, NE
Blaine, Minnesota 55449
Steve Bruggeman Director
Diversified Dynamics, Inc.
1681 94th Lane, NE
Blaine, Minnesota 55449
Diane Erickson Director
Diversified Dynamics, Inc.
1681 94th Lane, NE
Blaine, Minnesota 55449
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JOINT FILING AGREEMENT
The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the stock of Roseland Oil and Gas
Inc. is being filed jointly with the Securities and Exchange Commission
pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, on behalf of each such person.
Dated: December 23, 1997
CALVIN WALLEN III
/s/ Calvin Wallen III
- -----------------------------
Calvin Wallen III
EARTHSTOCK RESOURCES, INC.
By: /s/ Calvin Wallen III
- -----------------------------
Name: Calvin Wallen III
Title: President
WILLIAM BRUGGEMAN
/s/ William Bruggeman
- -----------------------------
William Bruggeman
RUTH BRUGGEMAN
/s/ Ruth Bruggeman
- -----------------------------
Ruth Bruggeman
DIVERSIFIED DYNAMICS, INC.
By: /s/ William Bruggeman
- -----------------------------
William Bruggeman
Title: President
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
CALVIN WALLEN III
/s/ Calvin Wallen III
- -----------------------------
Calvin Wallen III
EARTHSTOCK RESOURCES, INC.
By: /s/ Calvin Wallen III
- -----------------------------
Calvin Wallen III,
President
WILLIAM BRUGGEMAN
/s/ William Bruggeman
- -----------------------------
William Bruggeman
RUTH BRUGGEMAN
/s/ Ruth Bruggeman
- -----------------------------
Ruth Bruggeman
DIVERSIFIED DYNAMICS, INC.
By: /s/ William Bruggeman
- -----------------------------
William Bruggeman
Title: President
DATE: December 23, 1997
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